Crescent Biopharma, INC. 8-K Filing

Ticker: CBIO · Form: 8-K · Filed: Dec 4, 2025 · CIK: 1253689

Crescent Biopharma, INC. 8-K Filing Summary
FieldDetail
CompanyCrescent Biopharma, INC. (CBIO)
Form Type8-K
Filed DateDec 4, 2025
Pages12
Reading Time15 min
Key Dollar Amounts$0.001, $20.0 million, $30.0 million, $5.0 million, $80.0 million
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Crescent Biopharma, INC. (ticker: CBIO) to the SEC on Dec 4, 2025.

What are the key financial figures in this filing?

Key dollar amounts include: $0.001 (e on which registered Ordinary Shares, $0.001 par value per share CBIO The Nasdaq Cap); $20.0 million (Kelun-Biotech will pay Crescent OpCo: $20.0 million within 30 days of signing; up to $30.0); $30.0 million (llion within 30 days of signing; up to $30.0 million in development milestone payments; and); $5.0 million (Co may be required to pay Kelun-Biotech $5.0 million if Kelun-Biotech initiates a Crescent O); $80.0 million (OpCo has agreed to pay Kelun-Biotech: $80.0 million to be paid within 30 days of signing;).

How long is this filing?

Crescent Biopharma, INC.'s 8-K filing is 12 pages with approximately 3,649 words. Estimated reading time is 15 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 3,649 words · 15 min read · ~12 pages · Grade level 14.9 · Accepted 2025-12-04 07:49:41

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Strategic Transaction with Sichuan Kelun-Biotech Biopharmaceutical Co., Ltd. On December 2, 2025, Crescent Biopharma Operating Company, LLC ("Crescent OpCo"), the wholly owned subsidiary of Crescent Biopharma, Inc., a Cayman Islands exempted company (together with its subsidiaries, "Crescent" or the "Company"), entered into two license agreements with Sichuan Kelun-Biotech Biopharmaceutical Co., Ltd. ("Kelun-Biotech") (the "Strategic Transaction"), each of which is described below. CR-001 License Agreement On December 2, 2025, Crescent OpCo and Kelun-Biotech entered into a License Agreement (the "CR-001 License Agreement") under which Crescent OpCo granted Kelun-Biotech an exclusive, royalty-bearing license to research, develop, manufacture and commercialize CR-001, Crescent's proprietary bispecific antibody directed to VEGF and PD-1, in greater China (including mainland China, Hong Kong, Macau and Taiwan) (collectively, the "SKB Territory"). Crescent retains all rights to CR-001 outside the SKB Territory. Under the CR-001 License Agreement, Kelun-Biotech is responsible for development, manufacturing, regulatory and commercial activities for CR-001 in the SKB Territory, and is obligated to use commercially reasonable efforts to develop and commercialize at least one CR-001 product candidate in the SKB Territory. Kelun-Biotech will pay Crescent OpCo: $20.0 million within 30 days of signing; up to $30.0 million in development milestone payments; and tiered royalties ranging from low- to mid-single digits based on annual net sales in the SKB Territory, subject to customary reductions and a royalty floor on reductions. Additionally, Crescent OpCo may be required to pay Kelun-Biotech $5.0 million if Kelun-Biotech initiates a Crescent OpCo approved combination study with CR-001 prior to December 31, 2026. The CR-001 License Agreement includes initial supply of CR-001 drug product, a data-sharing framewor

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required by Form 8-K, the disclosures in Item 1.01 above are incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 4, 2025, the Company made available a press release announcing the Strategic Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. On December 4, 2025, the Company made available a press release announcing the Private Placement and certain corporate updates. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K. On December 4, 2025, the Company made available on its website, www.crescentbiopharma.com, a presentation to be used in meetings with investors in December 2025. A copy of the presentation is furnished as Exhibit 99.3 to this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K ("Form 8-K"), including the information in the press releases attached as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K and in the presentation attached as Exhibit 99.3 to this Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Form 8-K, including the information in the press releases attached as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K and in the presentation attached as Exhibit 99.3 to this Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.

01 Other Events

Item 8.01 Other Events. On December 4, 2025, the Company provided the following updates to investors on its pipeline and anticipated milestones for its clinical development programs: CR-001, a PD-1 x VEGF bispecific antibody The Company expects to initiate its global Phase 1/2 clinical trial of CR-001 in patients with solid tumors in the first quarter of 2026. The design of the clinical trial is outlined in the below chart: The Company anticipates reporting proof-of-concept clinical data from the planned Phase 1/2 clinical trial of CR-001 in the first quarter of 2027, including safety, pharmacokinetic, pharmacodynamic and early anti-tumor activity. CR-001's anti-VEGF design may also normalize the vasculature at the tumor site, which the Company believes has the potential to improve the localization and effectiveness of combination therapies, such as the planned administration of CR-001 with antibody drug conjugates ("ADCs"). The Strategic Transaction is intended to increase the scope and number of combination studies planned with CR-001. The Company plans to evaluate CR-001 in combination with multiple ADCs, including CR-002 and CR-003 (SKB105), with initial combination data expected by year-end 2027. CR-002, a topoisomerase inhibitor ADC targeting PD-L1 The Company previously announced preclinical data for CR-002, a topoisomerase inhibitor ADC directed to PD-L1, a validated target known to have high expression in multiple solid tumors. The Company expects to submit an IND for CR-002 in mid-2026 to support initiation of a planned Phase 1/2 trial in solid tumors in the second half of 2026, with proof-of-concept data expected in the second half of 2027. CR-003, a topoisomerase inhibitor ADC targeting Integrin beta-6 CR-003 (in-licensed as SKB105, as described above in Item 1.01), discovered by Kelun-Biotech, is a topoisomerase inhibitor ADC directed to integrin beta-6, which is overexpressed in many solid tumors with minimal expression in most normal tissue

Forward-Looking Statements

Forward-Looking Statements Certain statements in this Form 8-K, other than purely historical information, may constitute "forward-looking statements" within the meaning of the federal securities laws, including for purposes of the "safe harbor" provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, express or implied statements relating to the Company's expectations, hopes, beliefs, intentions or strategies regarding the future of its pipeline and business including, without limitation, the potential benefits of treatment with the Company's product candidates, the expected benefits or opportunities with respect to the strategic partnership between the Company and Kelun-Biotech, the ability for each of CR-001 and CR-003 (SKB105) to perform as monotherapies and in combination, the potential for CR-001 to be developed in additional combinations, including with proprietary ADC pipeline assets, the timing of regulatory submission, design, enrollment, indication selection, dosing, timing of initiation, progress, timing of readouts, and results of clinical trials for CR-001, CR-002, and CR-003 both as monotherapy and in combinations, pipeline expansion opportunities, the potential benefits of treatment with and the market for CR-001, the potential for CR-001 to be a foundational immuno-oncology backbone, the potential for CR-001's anti-VEGF activity to normalize the vasculature at the tumor site to improve the localization and effectiveness of combination therapies, closing of the private placement, the Company's agreement to register the securities issued in the private placement, the expected amount and use of proceeds from the private placement and the Company's anticipated cash runway. The words "opportunity," "potential," "milestones," "pipeline," "can," "goal," "strategy," "target," "anticipate," "achieve," "believe," "contemplate," "continue," "could," "estimate," "expect," "intends,"

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 F orm of Pre-Funded Warrant . 10.1 Amendment No. 1 to the License Agreement, dated December 2 , 2025, by and between Crescent Biopharma Operating Company, LLC and Paragon Therapeutics, Inc. 10.2 Form of Securities Purchase Agreement, dated December 4, 2025, by and between Crescent Biopharma, Inc. and each purchaser thereto. 10.3 Form of Registration Rights Agreement, dated December 4, 2025, by and between Crescent Biopharma, Inc. and the other parties thereto. 99.1 Press Release, dated December 4 , 2025. 99.2 Press Release, dated December 4, 2025. 99.3 Investor Presentation, dated December 4 , 2025. 104 The cover page from the Company's Current Report on Form 8-K formatted in Inline XBRL. Certain portions of this exhibit (indicated by "[***]") have been omitted because they are both (i) not material and (ii) customarily and actually treated as private or confidential. Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CRESCENT BIOPHARMA, INC. Date: December 4, 2025 By: /s/ Joshua Brumm Name: Joshua Brumm Title: Chief Executive Officer

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